SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                  Exchange Act of 1934 (Amendment No. _______)

Filed by the Registrant  [ X ]
Filed by a Party other than the Registrant  [   ]

Check the appropriate box:

[   ]    Preliminary Proxy Statement     [   ]    Confidential, for Use of the
                                                  Commission Only (as permitted
                                                  by Rule 14a-6(e)(2))
[ X ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                               ACXIOM CORPORATION
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[   ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
      Item  22(a)(2)  of  Schedule  14A.
[ ]   $500  per  each party to the controversy  pursuant  to Exchange Act Rule 
      14a-6(i)(3).  
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1)     Title of each class of securities to which transaction applies:

         (2)     Aggregate number of securities to which transaction applies:

         (3)     Per  unit  price  or other  underlying  value  of  transaction
                 computed  pursuant  to  Exchange  Act Rule 0-11 (Set forth the
                 amount on which the filing fee is calculated  and state how it
                 was determined):

         (4)     Proposed maximum aggregate value of transaction:

         (5)     Total fee paid:

[ X ]    Fee paid previously with preliminary materials.

[   ]    Check box if any  part of  the fee is offset as  provided  by  Exchange
         Act Rule  0-11(a)(2) and  identify the filing for which the  offsetting
         fee was paid  previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         (1)      Amount Previously Paid:

         (2)      Form, Schedule or Registration Statement No.:

         (3)      Filing Party:

         (4)      Date Filed:

                               ACXIOM CORPORATION

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            To Be Held July 24, 1996
                                                                            (R)
                                [GRAPHIC OMITTED]

To the Shareholders of Acxiom Corporation:

         Notice is hereby  given that the  Annual  Meeting  of  Shareholders  of
Acxiom  Corporation  will be  held at the  Company's  corporate  offices  at 301
Industrial  Boulevard,  Conway,  Arkansas on Wednesday,  July 24, 1996, at 10:00
a.m. for the following purposes:

         1.       To elect three directors of the Company.

         2.       To  consider and act upon a  proposal to amend  the  Company's
Certificate  of  Incorporation  to increase the number of  authorized  shares of
Common Stock, $.10 par value per share, from 60,000,000 to 200,000,000.

         3.       To transact  such other  business as may properly come before
the meeting or any  adjournment  or adjournments thereof.

         Only  shareholders  of record at the close of business on June 3, 1996,
will be entitled to notice of, and to vote at, the meeting.

         You are  cordially  invited  to the  meeting.  WE ASK THAT YOU SIGN AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.  A POSTAGE PAID ENVELOPE
IS ENCLOSED  FOR YOUR  CONVENIENCE  IN RETURNING  YOUR PROXY.  IF YOU ATTEND THE
MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY MAILED A PROXY CARD.

                                      By Order of the Board of Directors

                                              Catherine L. Hughes
                                                   Secretary
Conway, Arkansas
June 7, 1996

                             YOUR VOTE IS IMPORTANT!

                 PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.

                               ACXIOM CORPORATION

                                 PROXY STATEMENT
                                       For
                         ANNUAL MEETING OF SHAREHOLDERS
                            To Be Held July 24, 1996

         This Proxy Statement is furnished in connection  with the  solicitation
of Proxies  for use at the  Annual  Meeting  of  Shareholders  to be held at the
Company's  corporate offices at 301 Industrial  Boulevard,  Conway,  Arkansas on
Wednesday,  July 24, 1996, at 10:00 a.m.,  or any  adjournment  or  adjournments
thereof,  and is  solicited  on behalf of the Board of Directors of the Company.
The  Company's  address is P.O.  Box 2000,  301  Industrial  Boulevard,  Conway,
Arkansas  72033-2000,  and its telephone  number is (501)  336-1000.  This Proxy
material  is  first  being  mailed  to   shareholders  on  June  7,  1996.  Only
shareholders of record at the close of business on June 3, 1996, are entitled to
notice of, and to vote at, the meeting.

         Any  shareholder  giving a Proxy has the power to revoke it at any time
before its exercise.  A Proxy may be revoked by filing with the Secretary of the
Company a written  revocation  or a duly  executed  Proxy  bearing a later date.
Proxies  solicited  herein  will be voted  in  accordance  with  any  directions
contained therein,  unless the Proxy is received in such form or at such time as
to render it  ineligible to vote, or unless  properly  revoked.  If no choice is
specified, the shares will be voted "FOR" each matter being acted upon.

         If matters of business other than those described in the Proxy properly
come before the meeting,  the persons named in the Proxy will vote in accordance
with their best judgment on such matters. The Proxies solicited herein shall not
confer  any  authority  to vote at any  meeting of  shareholders  other than the
meeting to be held on July 24, 1996, or any adjournment or adjournments thereof.

         The cost of soliciting  these Proxies will be borne by the Company.  In
addition  to  solicitation  by mail,  the  Company  may make  arrangements  with
brokerage  houses and other  custodians,  nominees  and  fiduciaries  to forward
Proxies and Proxy material to their  principals and may reimburse them for their
expenses in doing so.

                      OUTSTANDING STOCK, VOTING RIGHTS AND
                           VOTE REQUIRED FOR APPROVAL

         The Company's Common Stock,  $.10 par value per share ("Common Stock"),
issued and  outstanding  as of May 17, 1996,  totaled  25,392,078  shares.  Each
shareholder  is  entitled to one vote for each share of stock owned of record at
the close of business on June 3, 1996.  The stock  transfer books of the Company
will not be closed.

         In order to be elected as a Director of the Company,  each nominee must
receive  the  favorable  vote of a majority of the votes cast at the meeting for
that position. Cumulative voting for directors is not permitted. The proposal to
amend the Company's  Certificate of Incorporation will be adopted if approved by
the holders of a majority  of the  outstanding  shares of Common  Stock and will
become effective upon the filing of a Certificate of Amendment with the Delaware
Secretary of State.  Shares held by a broker that has indicated that it does not
have discretionary  authority to vote on a particular matter will not be counted
as a vote in favor  of the  proposal  to  amend  the  Company's  Certificate  of
Incorporation.  In addition,  abstentions will not be counted as a vote in favor
of the proposal to amend the Company's Certificate of Incorporation.

                             PRINCIPAL SHAREHOLDERS

         The  following  table  sets  forth,  as  of  May  17,  1996,  the  only
shareholders  known to the  Company  to own more than five  percent  (5%) of the
Company's Common Stock:

                                          Number of Shares
                                          of Common Stock         Percent of
Name and Address of Beneficial Owner     Beneficially Owned   Outstanding Shares

Trans Union Corporation  . . . . . . .       3,715,500          13.7%
    555 West Adams Street
    Chicago, IL  60661

Charles D. Morgan, Jr.   . . . . . . .       3,204,556          12.6%
    P.O. Box 2000
    Conway, AR  72033-2000

William Blair & Company  . . . . . . .       1,511,000           5.9%
    222 West Adams Street
    Chicago, IL  60606

     Includes  960,000 shares  acquired by Trans Union  Corporation  ("Trans
         Union") on August 31, 1992; approximately 1,755,000 shares subject to a
         currently  exercisable  warrant  ("Warrant")  issued to Trans  Union on
         August  31,  1992;  1,000,000  shares  acquired  by  Marmon  Industrial
         Corporation  ("MIC"), the indirect owner of all of Trans Union's common
         stock,  on November 22, 1994;  and 500 shares  transferred  by Harry C.
         Gambill,  Chief Executive  Officer and President of Trans Union.  Under
         the terms of the  Warrant,  Trans Union has the right to purchase up to
         2,000,000  shares of Common  Stock,  at exercise  prices  ranging  from
         $5.625 to $7.125 per share;  however, the total number of actual shares
         held by Trans Union (excluding the 1,000,000 shares held by MIC and any
         shares  acquired by Trans Union on the open  market) may not exceed 10%
         of the  Company's  then issued and  outstanding  shares.  Including the
         shares  which  may  presently  be  acquired  by Trans  Union  under the
         Warrant,  but excluding the shares  transferred to Trans Union from Mr.
         Gambill, Trans Union beneficially owns approximately  2,715,000 shares,
         which would be 10% of the Company's then issued and outstanding  Common
         Stock following  issuance of the Warrant shares.  MIC beneficially owns
         3.9% of the Company's  currently  issued and outstanding  Common Stock.
         See "Certain Transactions," below.

     Includes 71,304 shares subject to currently exercisable options.

     Based  on  information  contained in  a Schedule  13G  filed  with  the
         Securities and Exchange Commission.

              EQUITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information, as of May 17, 1996,
regarding  the  beneficial  ownership  of  the  Company's  Common  Stock  by its
directors,  nominees for election as directors,  named executive officers in the
Summary Compensation Table, and directors and executive officers, as a group.

                                Number of Shares
                                of Common Stock               Percent of
Name of Beneficial Owner       Beneficially Owned          Outstanding Shares

Dr. Ann H. Die . . . . . . . .         4,020                      *
C. Alex Dietz  . . . . . . . .       187,856                  *
William T. Dillard II  . . . .         8,500                      *
Harry C. Gambill . . . . . . .             0                  *
Rodger S. Kline  . . . . . . .       884,135                  3.5%
Charles D. Morgan, Jr.   . . .     3,204,556                 12.6%
Robert A. Pritzker . . . . . .           500                  *
Walter V. Smiley   . . . . . .       100,500                      *
James T. Womble  . . . . . . .       756,754                  3%
Paul Zaffaroni   . . . . . . .       103,808                  *
All directors, nominees and
  executive officers, as a
  group (20 persons) . . . . .     7,684,942                 30.3%

*        Denotes less than 1%.

     Includes 92,679 shares subject to currently exercisable options (7,333
         of which are held by his wife) and 1,772 shares held by his wife.
     See  footnote  (1) to   the  table   under   the   heading   "Principal
         Shareholders"   regarding  shares   of  the    Company's  Common  Stock
         beneficially owned  by Trans Union.  Mr. Gambill, who is an officer and
         director of Trans Union, disclaims beneficial ownership of such shares.
         The 500  shares  received  by Mr. Gambill  as  an  annual  retainer for 
         serving  on  the  Company's Board  of  Directors  (See "Compensation of 
         Directors"  below) were transferred  to Trans  Union in accordance with 
         that company's policy on directors' fees.
     Includes 64,435 shares subject to currently exercisable options.
     Includes 71,304 shares subject to currently exercisable options.
     See   footnote   (1)  to  the   table   under  the  heading  "Principal
         Shareholders"   regarding  shares   of   the   Company's  Common  Stock
         beneficially  owned  by Trans  Union and MIC. Mr.  Pritzker,  who is an
         officer  and  director  of  both   corporations,  disclaims  beneficial
         ownership of such  shares.  The 500  shares received by Mr. Pritzker as 
         an  annual retainer  for serving  on  the  Company's Board of Directors 
         (See  "Compensation   of  Directors"  below)  were  transferred  to Mr. 
         Pritzker's  wife.   Mr. Pritzker  is deemed  to  beneficially  own such 
         shares.
     Includes 41,823 shares subject to currently exercisable options.
     Includes 98,544 shares subject to currently exercisable options.
     Includes 1,225,960 shares subject to currently exercisable options.

                              ELECTION OF DIRECTORS

         Three  persons have been  nominated  for election   as directors at the
Annual  Meeting.  William T. Dillard II, Harry C. Gambill,  and Walter V. Smiley
currently are   members of the  Board of Directors with terms that expire at the
1996 Annual Meeting.  Mr.  Dillard,  Mr. Gambill and Mr. Smiley are nominated to
serve for terms expiring at the 1999 Annual  Meeting.  If elected, Mr.  Dillard,
Mr.  Gambill   and Mr.  Smiley will serve  with the  other five  Board  members:
Rodger S. Kline,   Robert A.  Pritzker and James T.  Womble,  whose terms expire
at the 1998 Annual Meeting, and Dr. Ann H. Die and Charles D. Morgan, Jr., whose
terms expire at the 1997 Annual Meeting.

         Unless authority is withheld,  the persons named on the Proxy will vote
the shares  represented  thereby for the nominees.  While it is not  anticipated
that any of the nominees will be unable to serve, the persons named on the Proxy
may, unless authority is withheld,  vote for any substitute  nominee proposed by
the Board of Directors.  In the event of any director's death,  disqualification
or  inability  to serve,  the vacancy so arising  will be filled by the Board of
Directors.

Nominees and Current Directors

Dr. Ann  H. Die, 51, was  elected  as a  director in  1993.   She has  served as
President of  Hendrix  College in  Conway, Arkansas  since 1992.  For four years
prior,  she  served as  Dean of the  H.  Sophie  Newcomb   Memorial  College and
Associate  Provost  at   Tulane University and served  as Chair of the Newcomb  
Foundation  Board of Trustees.  Prior to joining Tulane,  she was  Assistant to 
the   Executive  Vice  President  for  Academic and  Student  Affairs  at  Lamar
University.  Dr.  Die  graduated   summa  cum laude  from  Lamar   University,  
earned  a   master's  degree  from  the  University  of Houston  and a Ph.D. in 
Counseling Psychology from Texas A&M University.

William T.  Dillard  II, 51, was  elected as a director  in 1988.  He has served
since 1968 as a member of the Board of Directors and since 1977 as President and
Chief  Operating  Officer of Dillard  Department  Stores,  Inc. of Little  Rock,
Arkansas,  a regional  chain of  traditional  department  stores with 238 retail
outlets in 23 states in the Southeast, Southwest and Midwest areas of the United
States. In addition to Dillard  Department  Stores,  Inc., Mr. Dillard is also a
director of Barnes & Noble,  Inc., Simon Property Group, Inc. and Texas Commerce
Bancshares.  He holds a master's degree in business  administration from Harvard
University  and a  bachelor's  degree in the same field from the  University  of
Arkansas.

Harry C. Gambill,  50, was appointed to fill a vacancy on the Company's Board of
Directors  in 1992 and was elected as a director in 1993.  He is a director  and
has held the positions of Chief  Executive  Officer and President of Trans Union
Corporation,  a company  engaged in the  business of providing  consumer  credit
reporting services,  since April 1992. Mr. Gambill joined Trans Union in 1985 as
Vice  President/General  Manager of the Chicago  Division.  In 1987 he was named
Central Region Vice  President.  In 1990 he was named  President of TransAction,
and assumed the added title of President of  TransMark in 1991.  Mr.  Gambill is
also a director  of  Associated  Credit  Bureaus  and the  International  Credit
Association.  He holds degrees in business  administration  and  economics  from
Arkansas   State   University.   See  "Principal   Shareholders"   and  "Certain
Transactions."

Rodger  S.  Kline,  53,  joined  the  Company  in 1973.  Since  1975 he has been
Executive  Vice  President  and  a director.  In 1988 he assumed the  additional
responsibilities   of  Treasurer  and  Chief  Information  Officer.  In 1991 Mr.
Kline  was   named  Chief  Operating  Officer,  Executive Vice   President  and 
Treasurer.  Prior  to  joining  the  Company,  Mr. Kline was  employed  by IBM  
Corporation.  Mr.  Kline  holds  an   electrical  engineering   degree  from the
University of Arkansas.

Charles D. Morgan,  Jr., 53,  joined the Company in 1972 and has served as Chief
Executive  Officer and Chairman of the Board of Directors since 1975. In 1991 he
assumed the additional  title of President.  He was employed by IBM  Corporation
prior to joining the Company.  Mr. Morgan holds a mechanical  engineering degree
from the University of Arkansas.

Robert A.  Pritzker,  69, was appointed to fill a newly created  position on the
Company's Board of Directors in 1994. Since before 1991, Mr. Pritzker has been a
director and the Chairman of Trans Union  Corporation,  a company engaged in the
business of providing  consumer credit  reporting  services,  a director and the
President of each of Union Tank Car Company,  a company  principally  engaged in
the leasing of railway tank cars and other railcars, and Marmon Holdings,  Inc.,
a holding  company of diversified  manufacturing  and services  businesses.  Mr.
Pritzker  is also a  director  of Hyatt  Corporation,  a company  which owns and
operates  domestic and  international  hotels,  and a  director of Southern Peru
Copper Corporation, a company  which mines, smelts,  refines and markets copper.
Mr. Pritzker holds an  industrial engineering degree from the Illinois Institute
of Technology.  See "Principal Shareholders" and "Certain Transactions."

Walter V.  Smiley,  58, was elected as a director  in 1983.  He served from 1968
until 1989 as  Chairman  of the Board of  Directors  and from 1968 until 1985 as
Chief  Executive  Officer  of  Systematics,  Inc.,  the  predecessor  of  ALLTEL
Information  Services,  Inc.,  an Arkansas  based  company  which  provides data
processing services to financial  institutions  throughout the United States and
abroad.  Mr.  Smiley  currently  owns  and is  President  of  Smiley  Investment
Corporation,  a  consulting  and  venture  capital  firm.  Mr.  Smiley is also a
director  of  Southern  Development  Banc Corp.  He holds a  master's  degree in
business  administration  and a bachelor's degree in industrial  management from
the University of Arkansas.

James T. Womble,  53,  joined  the Company in 1974. In 1975 he was elected Vice 
President  and a director.  In  1982 he  was  named  Executive  Vice  President.
Prior   to   joining   the   Company,   Mr.   Womble   was   employed   by   IBM
Corporation.  Mr. Womble holds a degree in civil engineering from the University
of Arkansas.

Directors' Meetings and Committees

         The Board of Directors holds quarterly meetings to review significant  
developments  affecting  the Company  and  to act  on matters  requiring  Board 
approval.  The  Board   currently  has  three  standing  committees to assist it
in  the   discharge   of   its   responsibilities:  an  Audit   Committee,   a  
Compensation   Committee   and  an Executive  Committee. The Audit  Committee,  
composed  during  the past  fiscal  year of  outside  directors  Dr. Ann H. Die,
William  T.  Dillard II,  Harry C.  Gambill,  Robert A. Pritzker and Walter V.  
Smiley, reviews the reports of the auditors and has the authority to investigate
the financial and business  affairs of the Company.  Messrs.  Dillard and Smiley
also  serve  on  the  Compensation Committee which  administers  certain of the 
Company's  employee  benefit  plans  and  approves  the  compensation  paid  to 
executive    management.    The   Executive   Committee   is   responsible   for
implementing   the  policy   decisions of the Board.  Current  members  of  the 
Executive  Committee are Messrs.  Kline, Morgan and Womble. 

         During  the past  fiscal  year,  the  Board met five  times,  the Audit
Committee met one time and the  Compensation  Committee met three times.  Action
pursuant to unanimous written consent in lieu of a meeting was taken one time by
the Board of Directors  and three times by the Executive  Committee.  All of the
incumbent  directors attended at least  three-fourths of the aggregate number of
meetings of the Board and of the committees on which they served during the past
fiscal year except for Mr. Pritzker.

         THE BOARD OF  DIRECTORS  RECOMMENDS  THAT  SHAREHOLDERS  VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE THREE  INDIVIDUALS  NAMED ABOVE AS NOMINEES AT THIS
YEAR'S ANNUAL MEETING.

               PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION

         The  authorized  capital  stock of the  Company  presently  consists of
60,000,000  shares of Common  Stock,  $.10 par value per  share,  and  1,000,000
shares of Preferred Stock,  $1.00 par value per share ("Preferred  Stock").  The
number of shares of Common Stock outstanding as of May 17, 1996, was 25,392,078.
Allowing  for the number of shares of Common Stock  outstanding  or reserved for
future issuance, only 24,366,674 authorized shares of Common Stock remain freely
available for issuance.

         The Board of Directors  has  determined  that the number of  unreserved
shares of Common Stock  presently  available  for issuance is not  sufficient to
provide  for future  contingencies  and needs of the  Company,  such as possible
future financings,  stock splits, business acquisitions,  business combinations,
stock distributions, or other corporate purposes. The Company explores potential
acquisitions  on a  regular  basis  and may  issue  shares  of  Common  Stock in
connection  therewith.  While the currently  authorized shares are sufficient to
provide  for the  Company's  immediate  needs,  having  such  authorized  shares
available for issuance would give the Company greater  flexibility to respond to
future  developments and allow Common Stock to be issued without the expense and
delay of a special  shareholder's  meeting.  As of the date on which  this Proxy
Statement is being mailed, there are no definite proposals in place with respect
to any material  transaction.  If there are any potential  business  combination
transactions which require shareholder approval, such approval will be sought at
the appropriate time.

         The  Board of  Directors  has  adopted  a  resolution  setting  forth a
proposed  amendment  ("Proposed  Amendment") to the second  paragraph of Article
FOURTH of the Company's  Certificate  of  Incorporation  that would increase the
number of authorized shares of Common Stock. Under the Proposed  Amendment,  the
authorized  shares  of Common  Stock  would be  increased  to  200,000,000.  The
resolution  adopted  by the  Board of  Directors  which  will be  presented  for
approval by the  shareholders  at the  forthcoming  Annual  Meeting is set forth
below:

              RESOLVED, that the Corporation's  Certificate of Incorporation
              be amended by  changing  the first two  paragraphs  of Article
              FOURTH so that,  as  amended,  such  paragraphs  shall read as
              follows:

                   "FOURTH:  AUTHORIZED  SHARES.  The total  number  of shares 
              of stock  which the Corporation shall have authority to issue is:

                   Two hundred million  (200,000,000) shares of Common Stock, 
              ten cents ($.10) Par Value per common share."

         The  Board of  Directors  believes  that the  Proposed  Amendment  will
provide several long-term  advantages to the Company and its  shareholders.  The
passage of the  Proposed  Amendment  would enable the Company to declare a stock
split and to pursue  acquisitions or enter into transactions  which the Board of
Directors  believes  provide the potential for growth and profit.  If additional
authorized  shares are  available,  transactions  dependent upon the issuance of
additional   shares  will  be  less  likely  to  be  undermined  by  delays  and
uncertainties  occasioned  by the need to obtain  shareholder  authorization  to
provide the shares  necessary to consummate  such  transactions.  The ability to
issue shares,  as the Board of Directors  determines  from time to time to be in
the Company's  best  interests,  will also permit the Company to avoid the extra
expenses which would be incurred in holding special shareholders meetings solely
to  approve  an  increase  in the  number of shares  which the  Company  has the
authority to issue.

         The additional authorized shares of Common Stock could also be used for
such purposes as raising  additional  capital for the operations of the Company.
There are currently no plans or arrangements  relating to the issuance of any of
the additional  shares of Common Stock  proposed to be  authorized.  Such shares
would be available  for issuance  without  further  action by the  shareholders,
unless required by the Company's  Certificate of  Incorporation  or Bylaws or by
applicable law. Without an increase in authorized  Common Stock, the Company may
have to rely on debt, seek alternative  financing means, or forgo the investment
opportunity altogether.

         In addition,  the  availability  of authorized  but unissued  shares of
Common Stock could, under certain  circumstances,  have an anti-takeover effect.
Although  the Board of  Directors  has no  present  intention  of doing so,  the
issuance of new shares of Common Stock could be used to dilute certain rights of
a person  seeking to obtain control of the Company should the Board of Directors
consider  the  action  of such  person  not to be in the  best  interest  of the
shareholders of the Company.

         In the  event  additional  shares of  Common  Stock  are  issued by the
Company, existing holders of shares of Common Stock, with the exception of Trans
Union  Corporation,  would have no preemptive  rights under the  Certificate  of
Incorporation  or otherwise to purchase any of such shares.  It is possible that
shares of Common Stock may be issued at a time and under  circumstances that may
dilute the voting power of existing shareholders,  increase or decrease earnings
per share and increase or decrease the book value per share of shares  presently
held.

         The Proposed  Amendment will be adopted if approved by the holders of a
majority of the  outstanding  shares of Common  Stock and will become  effective
upon the filing of a  Certificate  of Amendment  with the Delaware  Secretary of
State.  No  changes  will  be  made  in the  respective  rights  and  privileges
pertaining to the outstanding shares of Common Stock of the Company.

         THE BOARD OF  DIRECTORS  RECOMMENDS  THAT  SHAREHOLDERS  VOTE "FOR" THE
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION.

                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Cash and Other Compensation

         The following  table sets forth,  for the fiscal years  indicated,  the
cash and other compensation  provided by the Company and its subsidiaries to the
Chief Executive Officer and each of the four most highly  compensated  executive
officers (the "named  executive  officers") of the Company in all  capacities in
which they served.

                          SUMMARY COMPENSATION TABLE

                                                    Long Term Compensation
                                                   -------------------------

                           Annual Compensation         Awards        Payouts
                        -------------------------- ----------------  -------

     (a)        (b)    (c)     (d)    (e)    (f)      (g)       (h)     (i)

                                                    Securi-            All
                                                     ties             Other
               Year  Salary                  Re-     Under-            Com-
Name and              ($)    Bonus  Other  stricted  lying     LTIP    pen-
Principal                     ($)   Annual   Stock   Options/ Payouts sation
Position                            Comp-   Award(s)  SARs(#)   ($)    ($)
                                   ensation   ($)     ($)
                                              ($)
- -------------- ----  ------- ----- --------- -----   -------  ------- --------
                                              
Charles D.     1996  304,167  ---  84,021 ---    101,163    ---   7,327 
 Morgan,Jr.    1995  279,167  ---  83,203     ---     13,868    ---   3,527
  Chairman of  1994  245,833  ---  75,000     ---        ---    ---   5,672
   the Board 
   and 
   President
   (Chief 
   Executive 
   Officer)
- --------------- ----  ------- ----- --------- -----   -------  ------- --------
Rodger S.       1996  196,833  ---  54,221 ---     66,301    ---   4,801
 Kline          1995  181,642  ---  54,512     ---      9,246    ---   3,575
  Chief         1994  163,208  ---  50,000     ---        ---    ---   5,240
   Operating
   Officer, 
   Executive
   Vice
   President
   and
   Treasurer

James T.        1996  172,833  ---  47,808 ---     57,118    ---   4,698
 Womble         1995  161,367  ---  34,437     ---      7,122    ---   3,510
  Executive     1994  147,417  ---  38,516     ---        ---    ---   4,737
  Vice
  President

Paul            1996  161,633  ---  36,772 ---     53,632    ---   3,822
 Zaffaroni      1995  148,458  ---  46,972     ---      7,512    ---   3,655
  Senior        1994  132,708  ---  40,625     ---        ---    ---   4,197
   Vice
   President

C. Alex Dietz   1996  158,467  ---  43,831 ---     52,387    ---   4,562
  Senior Vice   1995  147,958  ---  44,043     ---      7,224    ---   3,634
   President    1994  128,542  ---  39,063     ---        ---    ---   4,120
   and Chief 
   Information
   Officer

- --------------------------

     No restricted stock  grants were  made to  the named executive officers 
         during the last three fiscal years.

     This  amount  represents  the  named  executive  officers'  at-risk pay
         for the  past fiscal year.  See  discussion of "At-Risk Base Pay" below
         under "Report of Compensation Committee."

     This amount  represents  the Company's  contribution  on behalf of each
         named executive officer to the Company's retirement plans.

Stock Option Grants

         The following  table sets forth  information  concerning  stock options
granted  under the  Company's  U.S.  Stock  Option  Plan to the named  executive
officers.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

    Individual Grants
          (a)              (b)         (c)        (d)        (e)         (h)
                                    Percent of
                                      Total
                                     Options/
                        Number of      SARs
                       Securities    Granted
                       underlying      to
                      Options/SARs  Employees  Exercise or            Grant Date
                         Granted    in Fiscal  Base Price  Expiration   Present
                        (#)   Year       ($/Sh)       Date      ($) 
            Name                                                             
                                                         
Charles D. Morgan, Jr...  16,572      2.13%      $24.81     1/23/06     213,282
                          22,860      2.93%       37.22     1/23/06     213,284
                          61,731      7.92%       49.62     1/23/06     426,561
Rodger S. Kline.........  10,861      1.39%       24.81     1/23/06     139,781
                          14,982      1.92%       37.22     1/23/06     139,782
                          40,458      5.19%       49.62     1/23/06     279,565
James T. Womble.........   9,357      1.20%       24.81     1/23/06     120,425
                          12,907      1.66%       37.22     1/23/06     120,422
                          34,854      4.47%       49.62     1/23/06     240,841
Paul Zaffaroni..........   8,786      1.13%       24.81     1/23/06     113,076
                          12,119      1.56%       37.22     1/23/06     113,070
                          32,727      4.20%       49.62     1/23/06     226,144
C. Alex Dietz...........   8,582      1.10%       24.81     1/23/06     110,450
                          11,838      1.52%       37.22     1/23/06     110,449
                          31,967      4.10%       49.62     1/23/06     220,892

     The named individuals will  not be eligible for additional grants until 
         fiscal year 1999.

     11.1% of the options become exercisable on each anniversary date of the
         grant date,  beginning upon the first  anniversary  and ending upon the
         eighth  anniversary.  The  remaining  11.2% of the options  will become
         exercisable on the ninth anniversary of the grant date.

     The grant  date  present  value was based on the  Black-Scholes  Option
         Valuation Model, a widely  recognized  method of valuing  options.  The
         following underlying  assumptions were used to derive the present value
         of these options:  expected volatility of the Company's stock of 6.91%,
         based upon the actual monthly volatility for the two years prior to the
         grant date; a risk-free rate of return of 5.62%,  based on the yield of
         the ten year U.S.  treasury notes as of the grant date; and exercise of
         the option ten years after the grant date.  The actual  value,  if any,
         the named  executive  officers may realize will depend on the excess of
         the  stock  price  over the  exercise  price on the date the  option is
         exercised;  consequently,  there is no assurance the value  realized by
         the named executive  officers will be at or near the value estimated by
         the Black-Scholes Option Valuation Model.

Stock Option Exercises and Holdings

         The following  table sets forth  information  concerning  stock options
exercised  during the last fiscal year and stock  options  held as of the end of
the last fiscal year by the named executive officers.

             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                            FY-END OPTION/SAR VALUES

        (a)            (b)      (c)           (d)                 (e)
                                          Number of
                                          Securities            Value of
                                          Underlying           Unexercised
                     Shares               Unexercised          in-the-Money
                    Acquired              Options/SARs         Options/SARs
                       on      Value   at Fiscal Year-End   at Fiscal Year-End
                    Exercise  Realized         (#)                 ($)
       Name            (#)      ($)     Exer-     Unexer-    Exer-      Unexer-
                                       cisable    cisable    cisable    cisable
                                                   
Charles D. Morgan, Jr.  0        0      71,304    216,215    955,343   1,509,082
Rodger S. Kline         0        0      64,435    143,002    987,554   1,032,711
James T. Womble         0        0      41,823    126,631    560,697     935,939
Paul Zaffaroni          0        0      98,544    132,632  1,702,839   1,155,183
C. Alex Dietz           0        0      85,346    124,103  1,472,125   1,040,160

Compensation of Directors

         Prior to 1996,  each  director  who was not an officer  of the  Company
received a $6,000  annual  retainer  and a $1,500 fee for each meeting he or she
attended.  In January 1996, a grant of 500 shares of  unregistered  Common Stock
per  director  was  substituted  for the cash  retainers,  under the theory that
directors  should be  encouraged  to own stock in the  Company.  The  $1,500 per
meeting fee remains in place.  Directors  who are officers of the Company do not
receive any additional compensation for their service as directors.

Compensation Committee Interlocks and Insider Participation

         The members of the Compensation Committee are William T. Dillard II and
Walter  V.  Smiley.  Except  as  discussed  below,  no  compensation   committee
interlocks exist with respect to the Board's Compensation Committee,  nor do any
present or past  officers of the Company  serve on the  Compensation  Committee.
William T. Dillard II serves as President and Chief Operating Officer of Dillard
Department  Stores,  Inc.  ("DDS").  On April 19, 1995,  the Company  executed a
one-year data  processing  services  agreement  with DDS. The agreement has been
renewed for an additional  one-year term. The agreement  requires the Company to
supply  certain  software,  hardware  and related  services to assist DDS in the
management  of its  customer  marketing  database.  In  consideration  for these
services,  DDS will pay the Company  approximately  $625,000  during the current
term of the agreement. See "Certain Transactions," below.

Report of Compensation Committee

         Decisions on compensation  of the Company's  executives are made by the
Compensation   Committee  of  the  Board  of  Directors.   The  members  of  the
Compensation Committee are non-employee  directors.  Set forth below is a report
submitted by William T. Dillard II and Walter V. Smiley in their capacity as the
Board's  Compensation  Committee  addressing  the  compensation  policy  for the
Company's  executive  management  group, for the four senior executive  officers
named in the tables above and for Mr. Morgan.

Compensation Policies For Executive Officers

         The Company's  executive  compensation  program is based on beliefs and
guiding  principles  designed  to align  executive  compensation  with  business
strategy, Company values and management initiatives. The program:

          *  Aligns the executives' interests with the shareholders' and 
             investors' interests.
          *  Motivates executives to achieve the highest level of performance.
          *  Retains key executives by linking executive compensation to Company
             performance.
          *  Attracts the best candidates  through competitive, growth-oriented 
             plans.

         The resulting executive  compensation program is targeted to provide an
overall level of compensation opportunity that is competitive within the markets
in which the Company competes, as well as within a broader group of companies of
comparable size and  complexity.  Actual  compensation  levels may eventually be
greater than or less than the average competitive market levels,  based upon the
achievement  of the  Company,  as  well  as  upon  individual  performance.  The
Compensation  Committee  uses  its  discretion  to  set  the  parameters  of the
executive compensation program when, in its judgment,  external, internal and/or
individual   circumstances   warrant  it.  Increased  orientation  of  executive
compensation  policies  toward  long-term  performance  has been  accompanied by
increased  utilization of objective  performance  criteria.  See  "Components of
Compensation of Executive Officers" below.

         The  Compensation  Committee  also  endorses  the  position  that stock
ownership by management and stock-based  performance  compensation  arrangements
are  beneficial in aligning  management's  and  shareholders'  interests and the
enhancement of  shareholder  value.  Thus,  the  Compensation Committee has also
increasingly utilized these elements  in the Company's  compensation program for
its executive officers.

Components of Compensation of Executive Officers

         Compensation paid to the Company's  executive  officers in fiscal 1996,
the separate elements of which are discussed below,  consisted of the following:
not-at-risk  base pay,  at-risk base pay, and long-term  incentive  compensation
granted under the Company's  stock option plans.  The  Compensation  Committee's
increasing emphasis on tying pay to long-term  performance criteria is reflected
in the composition of target  compensation  for senior  executives:  not-at-risk
base pay (40%);  at-risk base pay (25%);  and long-term  incentive  compensation
(35%).  Due to the fact that the at-risk base pay was only  partially  funded in
fiscal 1996, the actual components of the senior executives' compensation was as
follows:  not-at-risk  base pay (47%);  at-risk  base pay (12%);  and  long-term
incentive compensation (41%).

         Not-At-Risk Base Pay - Base pay levels are largely  determined  through
market  comparisons.   Actual  salaries  are  based  on  individual  performance
contributions  within a salary  range  that has  been  established  through  job
evaluation. Base salaries for senior executives are targeted to represent 40% of
total  compensation,  which  includes the annual  at-risk base pay and long-term
incentive compensation.  For other corporate and business unit level executives,
base salaries are targeted at 50-60% of total compensation.

         At-Risk Base Pay - The at-risk base pay for senior executives is funded
based upon the earnings per share  performance  for the Company.  Attainment  of
targeted  at-risk  base pay is largely  determined  by the EVA  (Economic  Value
Added) model  created by the Company.  At-risk base pay is targeted to represent
25% of total  compensation for senior  executives and 20-25% for other corporate
and business unit level executives.  For fiscal 1996, the Company's earnings per
share goal was $.68 per share.  The Company's actual earnings per share was $.70
per share but reflected the results of  acquisitions  made during the year which
were not  included in the  original  targeted  earnings  per share  goal.  Thus,
although the target was met, the overall results (factoring in the acquisitions)
only  allowed for partial  funding of the at-risk base pay. The at-risk base pay
for senior  executives  represented 12% of their total  compensation  for fiscal
1996.

         Long-Term  Incentive   Compensation -  The  Compensation   Committee's 
Long-Term  Incentive  Compensation  plan  is  presently composed  of  awards of 
non-statutory stock options designed to align long-term   interests between the 
Company's executives and its shareholders and to assist  in the retention of key
executives.   The  long-term  incentives  are targeted to represent 35% of total
compensation for senior executives and 20-25%  for  other corporate and business
unit   level  executives.   Under  the  Company's  stock  option  plans,  senior
executives were awarded the equivalent of three years of stock options in fiscal
1996   to   further induce  them to  adopt a  long-term view  of stockholders.  
One-fourth of the options awarded were priced at the then  current market value,
one-fourth were priced at a  50% premium over  the then current market value and
the  remaining  one-half  were  priced  at a 100% premium over the then-current 
market  value.  Consequently,  the full  value of the options cannot be realized
until the  price of  the Company's stock  more than doubles from the fair market
value on  the day of grant.  Senior  executives  will not  be  eligible for new 
grants  of options  under the Long-Term Incentive Compensation plan until fiscal
1999.  The stock options vest incrementally over a nine-year period.

         Supplemental   Executive  Retirement   Plan  -  The  Company  adopted a
Supplemental  Executive  Retirement  Plan in fiscal 1996.  All executives of the
Company are eligible to  participate by  contributing  up to 15% of their pretax
income into the plan. The Company  matches at a rate of $.50 on the dollar up to
the  first 6% of the  executives'  contribution.  The  Company  match is paid in
Common Stock.

         Other  Compensation  Plans - The Company maintains certain  broad-based
employee  benefit plans in which  executives are permitted to participate on the
same terms as non-executive associates who meet applicable eligibility criteria,
subject to any legal  limitations  on the amounts that may be contributed or the
benefits that may be payable under the plans.

Mr. Morgan's Fiscal 1996 Compensation

         In fiscal 1996,  the Company's  revenue and earnings  increased 33% and
47%  respectively,  a record year in both  revenue and earnings for the Company.
Additionally,  the Company's return on stockholders' equity increased from 15.3%
in fiscal 1995 to 16.5% in fiscal 1996, and the Company's  stock price increased
43% over the prior year, compared to a 36% increase in the Nasdaq Stock Market -
US Index and a 42%  increase  in the Nasdaq  Stock  Market -  Computer  and Data
Processing Index over the same period.  Because of the Company's performance and
Mr.  Morgan's  performance  in fiscal 1995,  Mr.  Morgan's  fiscal 1996 base pay
increased 8.33% over fiscal 1995.

         In fiscal  1996,  the  Company's  earnings  per share  results were the
primary basis for  determining  the at-risk base pay earned by Mr.  Morgan.  For
fiscal 1996, approximately 40% of Mr. Morgan's target at-risk base pay was paid,
which represented  approximately 12% of his total  compensation for fiscal 1996.
Mr. Morgan received stock option grants under the Company's  Long-Term Incentive
Compensation plan described above in fiscal 1996 which consisted of a three-year
grant of  non-statutory  stock options.  The purpose of the grant was to further
encourage Mr. Morgan's  long-term  performance  while aligning  management's and
shareholders' interests in the performance of the Company's Common Stock.

Omnibus Budget Reconciliation Act of 1993

         The  Omnibus  Budget  Reconciliation  Act of  1993  ("OBRA")  generally
prevents public  corporations  from deducting as a business expense that portion
of the  compensation  paid  to  the  named  executive  officers  in the  Summary
Compensation Table that exceeds $1,000,000.  However,  this deduction limit does
not apply to "performance-based compensation" paid pursuant to plans approved by
shareholders. The Board has modified its compensation plans so as to comply with
OBRA and thereby retain the deductibility of executive  compensation,  and it is
the Company's  intention to continue to monitor its compensation plans to comply
with OBRA in the future.

         William T. Dillard II                        Walter V. Smiley

Company Performance

         The graph below  compares  for each of the last five  fiscal  years the
cumulative total return on the Company's Common Stock, the Nasdaq Stock Market -
U.S. Index and the Nasdaq Stock Market - Computer and Data Processing Index. The
cumulative  total return on the Company's  Common Stock assumes $100 invested on
March 31, 1991 in the Company's Common Stock.

         The following table is submitted in lieu of the required graph:

         YEAR               1991   1992   1993    1994    1995    1996
                                                 
Acxiom Corporation          $100    $77   $171    $202    $327    $466
NASDAQ - US Index            100    127    147     158     176     239
NASDAQ - Computer & DP       100    148    165     169     228     323

                              CERTAIN TRANSACTIONS

         1. On January 5, 1996,  the  Company  leased an aircraft  from  MorAir,
Inc., a corporation  controlled by Charles D. Morgan,  Jr., the President of the
Company,  and his wife, for $66,385 per month,  plus  maintenance and insurance.
The term of this aircraft lease expires  January 4, 2001. The terms of the lease
have been found by the Board to be as good or better than those which could have
been obtained from an unrelated third party.

         2. On April 19, 1995, the Company  executed a one-year data  processing
services agreement with Dillard Department Stores,  Inc. ("DDS").  The agreement
has been renewed for an  additional  one-year  term.  William T. Dillard II is a
non-employee  director  of the  Company in  addition  to his  primary  duties as
President and Chief Operating Officer of DDS. The agreement requires the Company
to supply certain  software,  hardware and related services to assist DDS in the
management  of its  customer  marketing  database.  In  consideration  for these
services,  DDS will pay the Company  approximately  $625,000  during the current
term of the agreement.  The terms of the agreement were arranged in the ordinary
course  of  business,  on  substantially  the same  terms  as  those  prevailing
generally in comparable  transactions  with unrelated  persons,  and involved no
unfavorable features to the Company or special benefits to Mr. Dillard or DDS.

         3. In  accordance  with that certain Data Center  Management  Agreement
dated July 27,  1992 (the  "Agreement")  between  the  Company  and Trans  Union
Corporation  ("Trans  Union")  which became  effective  on August 31, 1992,  the
Company  (through  its  subsidiary,   Acxiom CDC, Inc.)  acquired  all  of Trans
Union's  interest in  its Chicago  data center and agreed to provide Trans Union
with  various  data  center  management  services.  Under the  Agreement,  Trans
Union had  the right  to terminate  the  Agreement at the end of the first 2 1/2
years (February 28, 1995).  However,  pursuant to  an amendment to the Agreement
(the "Amendment")  dated  August 31, 1994,  Trans Union gave the Company  notice
that it  would  continue  the  Agreement  for the remaining  7 1/2  years of the
Agreement.

         In  connection  with the  Agreement,  on August 31,  1992,  the Company
issued to Trans Union  960,000  shares (the  "Initial  Shares") of Common Stock,
subject to certain "put" and "call" provisions. Pursuant to the Amendment, Trans
Union  relinquished  its right to cause the  Company to  repurchase  the Initial
Shares  between  years 2 1/2 and 5 at the  higher  of  $5.625  per share or fair
market value,  and the Company  relinquished  its right to call the stock during
the same period at $8.438 per share.

         On August 31, 1992 the Company  issued a warrant  ("Warrant")  to Trans
Union to purchase up to 2,000,000 additional shares prior to August 31, 2000, at
exercise prices ranging from $5.625 per share to $7.125 per share.  However, not
more than 500,000  shares  could have been  purchased  under the Warrant  unless
Trans Union  agreed to extend the  Agreement  beyond  February  28, 1995 for the
additional 7 1/2 years, which it has now done pursuant to the Amendment.

         Trans  Union   presently  owns  the  960,000   Initial  Shares plus 500
shares  transferred  to Trans  Union by Mr.  Gambill,  or 3.8% of the  currently
issued and outstanding shares of the Company's Common Stock. Upon acquisition of
the 2,000,000 shares which could currently be purchased under the Warrant, Trans
Union would  beneficially own 2,960,500  shares,  or 10.8% of the Company's then
issued  and  outstanding  shares.  However,  the  amount  of stock  which may be
purchased  by Trans  Union  under the  Warrant is limited so that Trans  Union's
total  holdings  under the Warrant and the  Agreement  may not exceed 10% of the
Company's then issued and  outstanding  shares.  Based upon the number of shares
currently  issued  and  outstanding,   Trans  Union  would  be  able  to  obtain
approximately 1,755,000 of the 2,000,000 Warrant shares. Trans Union retains the
right, however, to acquire additional shares of Common Stock on the open market.
In  addition,  pursuant  to the  Agreement,  Trans Union has  preemptive  rights
whereby it may,  under  certain  circumstances,  purchase  additional  shares of
Common  Stock in the event the  Company  issues  such  additional  shares.  Such
preemptive  rights  provide  Trans  Union  with  the  ability  to  maintain  its
percentage ownership of Common Stock acquired pursuant to the Agreement.

         In addition,  effective October 26, 1994, the Company and Trans Union's
parent company,  Marmon  Industrial  Corporation  ("MIC"),  entered into a Stock
Purchase  Agreement  wherein the Company  agreed to sell, and MIC agreed to buy,
1,000,000  shares of newly issued  Common Stock of the Company (the  "Additional
Shares") for $11.96 per share.  The purchase price of the Additional  Shares was
established  on August 31,  1994  pursuant  to a letter  agreement  between  the
Company and Trans Union and, for purposes of the Warrant,  the Additional Shares
do not count  towards  the number of shares  owned by Trans  Union.  Taking into
account  the shares  owned by Trans  Union and the  exercisable  Warrant  shares
beneficially   owned  by  Trans  Union,   Trans  Union  and  MIC  would  jointly
beneficially own approximately  3,715,500 shares, or 13.7% of the Company's then
issued and outstanding shares.

         Pursuant to a letter  agreement dated July 27, 1992, which was executed
in connection with the Agreement,  the Company agreed to use its best efforts to
cause one person  designated by Trans Union to be elected to the Company's Board
of Directors.  Trans Union  designated its CEO and President,  Harry C. Gambill,
who was  appointed  to fill a  vacancy  on the  Board in  November  1992 and was
elected  at the  August  4,  1993  Annual  Meeting  of  Shareholders  to serve a
three-year  term.  This  undertaking by the Company is in effect from August 31,
1992 until the latter of the tenth  anniversary  of that date or  termination of
the  Agreement.  Pursuant to a second  letter  agreement  dated August 31, 1994,
which was executed in connection with the Amendment, the Company agreed to amend
the letter  agreement  dated July 27, 1992 and use its best efforts to cause two
persons  designated  by Trans  Union to be  elected  to the  Company's  Board of
Directors.  In  addition  to Mr.  Gambill,  Trans  Union  designated  Robert  A.
Pritzker, an executive officer of MIC, who was appointed to fill a newly created
position on the Company's  Board of  Directors on  October 26, 1994. Mr. Gambill
is among the nominees to be voted upon at the July 24, 1996 Annual Meeting.  See
"Election of Directors" above. This undertaking by the Company is in effect from
August 31, 1994 until the latter of the tenth  anniversary of August 31, 1992 or
termination of the Agreement.

                      SECTION 16(a) REPORTING DELINQUENCIES

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  executive  officers,  directors,  and  persons  who own more than ten
percent (10%) of a registered class of the Company's equity securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission and the National  Association of Securities  Dealers,  Inc. Officers,
directors  and greater than ten percent (10%)  shareholders  are required by SEC
regulations  to furnish the Company with copies of all Section  16(a) forms they
file.

         Additionally,  SEC  regulations  require that the Company  identify any
individuals  for whom one of the  referenced  reports  was not filed on a timely
basis during the most recent fiscal year or prior fiscal years. To the Company's
knowledge,  based  solely on its review of the copies of such forms  received by
it, or written  representations  from  certain  reporting  persons that no other
forms were required for those persons during and with respect to the fiscal year
ended March 31, 1996, the Company believes that during the past fiscal year, all
filing requirements applicable to its officers,  directors, and greater than ten
percent (10%) beneficial owners were met, except as follows: Stephen H. Brighton
inadvertently filed a late Form 4 with respect to a sale of shares.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The  Board of  Directors  has  selected  KPMG Peat  Marwick  LLP as the
Company's  independent public accountants and auditors, a position that firm has
held since the Company's  initial  offering of securities to the public in 1983.
Representatives  of KPMG Peat  Marwick  LLP are  expected  to be  present at the
Annual Meeting with the  opportunity to make a statement if they desire to do so
and to respond to appropriate questions.

                       SUBMISSION OF SHAREHOLDER PROPOSALS

         Any  shareholder  proposal to be presented  at the 1997 Annual  Meeting
should  be  directed  to the  Secretary  of the  Company,  P.O.  Box  2000,  301
Industrial Boulevard,  Conway, Arkansas 72033-2000,  and must be received by the
Company on or before  February 7, 1997.  Any such  proposal must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934.

                        ADDITIONAL INFORMATION AVAILABLE

         Upon written request, the Company will furnish,  without charge, a copy
of the  Company's  most  recent  Annual  Report on Form 10-K,  as filed with the
United  States  Securities  and Exchange  Commission,  including  the  financial
statements  and  schedules  thereto.  The  written  request  should  be  sent to
Catherine L. Hughes,  Secretary of the Company,  P.O. Box 2000,  301  Industrial
Boulevard, Conway, Arkansas 72033-2000.

                                  OTHER MATTERS

         The Board of Directors does not intend to present and does not have any
reason to believe  that others will  present any items of business at the Annual
Meeting  other than as stated in the Notice of Annual  Meeting of  Shareholders.
If, however,  other matters are properly  brought before the meeting,  it is the
intention  of the  persons  named in the  accompanying  Proxy to vote the shares
represented  thereby in accordance with their best judgment,  and  discretionary
authority to do so is included in the Proxy.

                                       By Order of the Board of Directors

                                               Catherine L. Hughes
                                                    Secretary

Conway, Arkansas
June 7, 1996

                                 PROXY CARD
(Side 1)
PROXY                                                                      PROXY
                               ACXIOM CORPORATION
           This Proxy Is Solicited on Behalf of The Board of Directors
                    for the Annual Meeting of Shareholders
                           to be Held on July 24, 1996

The  undersigned  hereby  appoints  Catherine  L.  Hughes and Shayne D. Smith as
Proxies,  or either of them,  with the power to appoint their  substitutes,  and
hereby  authorizes them to represent and vote, as designated  below,  all of the
shares of Common Stock of Acxiom  Corporation  held of record by the undersigned
on June  3,  1996,  at the  Annual  Meeting  of  Shareholders  to be held at 301
Industrial  Boulevard,  Conway,  Arkansas  72033-2000  on July 24, 1996,  or any
adjournment or adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE  UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR ALL PROPOSALS.

              Please mark,  sign,  date and return the proxy card promptly using
the enclosed envelope.

             The Board of Directors recommends a vote FOR all proposals

               FOR all nominees  WITHHOLD
                listed at right  AUTHORITY
1.  Election of      [ ]            [ ]    (INSTRUCTION:  To  withhold authority
    Directors                              to  vote  for an individual nominee, 
                                           strike  a line  through the nominee's
                                           name in the list below.)

                                           Nominees:  William T. Dillard II
                                                      Harry C. Gambill
                                                      Walter V. Smiley

2.  Proposal to  amend the  Certificate  of Incorporation to increase the number
    of authorized shares of Common Stock.

          [ ] FOR          [ ] AGAINST           [ ] ABSTAIN

                                      Dated -----------------, 1996

                                      ---------------------------------------
                                      Signature(s)

                                      ---------------------------------------
                                      Signature(s)

NOTE:    Please sign  exactly as name  appears  hereon.  When shares are held by
         joint tenants,  both should sign.  When signing as attorney,  executor,
         administrator,  trustee or guardian, please give full title as such. If
         a corporation, please sign in full corporate name by President or other
         authorized officer.  If a partnership,  please sign in partnership name
         by authorized person.